1. The Service

“Service” has the meaning given in the Privacy Policy: the end-user component that displays meeting cost, the admin dashboard, and the Cost Nudge backend. The Service is currently delivered as a browser extension for Google Chrome. As we add delivery mechanisms (for example, other browsers or calendar platforms), they become part of the Service under these Terms without requiring a new agreement, and we will update the Privacy Policy to describe them.

The Service is offered only to organizations headquartered in the United States.

Beta status. The Service is in active development. We may add, change, or remove features under Section 14. Product parameters described in the Privacy Policy rather than in these Terms (such as the display-tier increments or the minimum-attendee threshold) may also change; where a change is material, we will update that policy and give Customer’s administrators reasonable notice. Changes to subscription fees are governed by Section 5, and changes to these Terms by Section 16. The Service does not currently carry a SOC 2 or comparable certification and is not covered by an uptime service-level agreement.

2. Accounts

Employees sign in to the Service using their organization’s existing workplace identity, as described in the Privacy Policy. Customer designates which of its personnel hold administrative roles (System Admin, People Ops, Finance) within the Service.

Customer is responsible for the conduct of its personnel using the Service, for maintaining the confidentiality of any administrative credentials, and for promptly removing access for personnel who should no longer have it (for example, on termination of employment).

3. Customer Data and the Employee Roster

Customer uploads an employee roster (work email, assigned salary band, that band’s midpoint, and department) to enable cost matching, and its personnel’s use of the Service generates meeting cost records, as described in the Privacy Policy. Whether an employee is active is not a column Customer supplies: everyone in the most recently uploaded file is treated as active, and anyone absent from it is marked inactive. Together, this is “Customer Data.”

Customer is solely responsible for the accuracy of the data it uploads, for having the legal right to submit it to the Service, and for providing its own personnel any notice, and obtaining any consent, that applicable law requires for their data to be processed this way. Cost Nudge processes Customer Data as Customer’s instructions direct, as described in the Privacy Policy and DPA.

4. Data Protection

For data protection purposes, Customer is the controller and Cost Nudge is the processor (or service provider, under U.S. state privacy law) of Customer Personal Data, as described in the Privacy Policy and the DPA. The DPA is incorporated into these Terms by reference and applies to Cost Nudge’s processing of Customer Personal Data.

5. Subscriptions, Fees, and Billing

Trial. New organizations begin with a trial of approximately four weeks: an initial period during which the Service captures data without showing the cost badge to organizers, followed by a period during which the badge is shown. Trial mechanics are described further in the Privacy Policy.

Automatic conversion at the end of the trial. Where Customer has provided a payment method — whether at the start of its trial or at any time before the trial ends — the trial converts automatically to a paid monthly subscription when it ends, and Cost Nudge will charge that payment method, unless Customer cancels before the trial ends. Before that happens, Cost Nudge will notify Customer’s designated administrators 7 days, 3 days, and 1 day before the trial ends — in each case calendar days — stating the conversion date and the amount that will be charged. Customer may cancel at any point during the trial, including after receiving those notices, and will not be charged. Cancelling during the trial is free and takes effect immediately.

Where Customer has not provided a payment method, no charge occurs and no subscription begins. In that case, when the trial expires the badge is switched off and Customer Data stays available on the dashboard for thirty (30) days so the organization can review its results, after which it is permanently deleted. Customer may convert to a paid subscription during that window to keep its Customer Data, or ask Cost Nudge to delete it sooner by contacting the address in Section 21.

Fees. Subscription fees are based on Customer’s employee count, as set out at checkout or on an order form. Fees are exclusive of taxes; Customer is responsible for any applicable sales, use, or similar taxes other than taxes on Cost Nudge’s net income.

Billing and automatic renewal. Subscriptions are billed through Stripe, our payment processor, and automatically renew at the end of each billing period at the then-current price for the plan Customer is subscribed to, until Customer cancels. Cost Nudge will give Customer’s designated administrators at least thirty (30) days’ advance notice before a fee increase takes effect on an existing subscription; Customer may cancel before the increase takes effect. Customer authorizes Cost Nudge to charge the payment method on file for each renewal.

60-day money-back guarantee. If Customer cancels within sixty (60) days of first converting to a paid subscription, Cost Nudge will, on request, refund all subscription fees Customer has paid up to that point — not merely the fees for the then-current billing period. This guarantee applies once, on a Customer’s first conversion to paid. It is in addition to Customer’s other rights under these Terms and does not require Customer to give a reason.

Cancellation. Customer may cancel at any time by contacting us at the address in Section 21. Self-serve cancellation through a Stripe-hosted customer portal or the dashboard is planned but not yet available. Cancellation during a trial takes effect immediately and is free, as described above. For a paid subscription, and except as provided in the 60-day money-back guarantee above, cancellation takes effect at the end of the then-current billing period, and Cost Nudge does not provide partial-period refunds except as required by law. Cancelling ends future billing; it is a form of termination under Section 12, and Customer Data is handled as described there.

Current beta note. During the current beta phase, no payment method is collected at trial start, and conversion from trial to a paid subscription is handled manually by Cost Nudge rather than through an automated checkout flow. No payment method is charged without Customer affirmatively establishing a paid subscription with Cost Nudge. The automatic-conversion terms above therefore do not currently operate, and will not until self-serve checkout and the 7-, 3-, and 1-day notices described above are both available.

6. Acceptable Use

Customer will not, and will not permit its personnel to:

• reverse engineer, decompile, or attempt to derive the source code of the Service, except as applicable law permits notwithstanding this restriction;

• resell, sublicense, or make the Service available to any third party outside Customer’s own organization;

• attempt to bypass or defeat the eligibility threshold, salary-banding, or display-tiering safeguards described in the Privacy Policy, including by cross-referencing displayed costs against attendee lists to infer an individual’s compensation;

• use the Service to violate applicable law, or upload data Customer does not have the right to submit; or

• interfere with the Service’s operation or attempt to access data belonging to another organization.

7. Ownership

As between the parties, Cost Nudge owns the Service, including all software, design, and underlying technology. Subject to these Terms, Cost Nudge grants Customer a non-exclusive, non-transferable right to use the Service during the subscription term, solely for Customer’s internal business purposes.

As between the parties, Customer owns Customer Data. Cost Nudge may use Customer Data as necessary to provide the Service, and may use data that has been aggregated and de-identified such that it does not identify Customer or any individual to operate, maintain, and improve the Service, consistent with the Privacy Policy and DPA. Cost Nudge will not sell Customer Data or use it for advertising.

8. Confidentiality

Each party may receive confidential, non-public information from the other in connection with the Agreement. Each party will use the other’s confidential information only to perform under the Agreement, and will protect it with the same degree of care it uses for its own confidential information of similar importance, and no less than reasonable care. This section does not apply to information that is or becomes public through no fault of the receiving party, was already known to it, or is independently developed. A party may disclose the other’s confidential information as required by law, provided it gives reasonable notice where legally permitted.

9. Warranties and Disclaimer

Each party represents that it has the authority to enter into the Agreement.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, COST NUDGE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

The cost figures the Service displays are approximate estimates, computed from salary bands rather than individual compensation figures, as described in the Privacy Policy. They are not audited, verified, or exact. The Service is not intended, and should not be used, as the sole basis for a decision about a specific employee’s compensation or employment, and Cost Nudge does not provide financial, tax, HR, or legal advice.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST DATA, ARISING OUT OF OR RELATED TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT AS STATED IN THE NEXT PARAGRAPH, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES CUSTOMER PAID TO COST NUDGE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) TWO THOUSAND FIVE HUNDRED U.S. DOLLARS ($2,500) (the “General Cap”).

Cost Nudge’s liability for its indemnification obligations under Section 11 is not subject to the General Cap. It will instead not exceed three (3) times the General Cap, in the aggregate for all such claims rather than per claim.

These limits do not apply to: Customer’s indemnification obligations under Section 11; Customer’s payment obligations; a breach of Section 8 (Confidentiality); or either party’s gross negligence or willful misconduct. Nothing in this section limits liability that cannot be limited under applicable law.

11. Indemnification

Customer will defend and indemnify Cost Nudge against third-party claims, and resulting damages and costs, arising from: Customer Data, including any claim that Customer lacked the right to submit it or failed to provide notice or obtain consent required by applicable law; or Customer’s breach of Section 6 (Acceptable Use).

Cost Nudge will defend and indemnify Customer against third-party claims, and resulting damages and costs, alleging that the Service, as provided by Cost Nudge and used in accordance with the Agreement, infringes that third party’s U.S. intellectual property rights. Cost Nudge’s liability under this paragraph is capped as described in Section 10.

Exclusions. Cost Nudge has no obligation under the preceding paragraph for any claim arising from: (a) Customer Data, or any data or material Customer submits to the Service; (b) combination or use of the Service with any product, service, or data not provided by Cost Nudge, where the claim would not have arisen but for that combination; (c) modification of the Service by anyone other than Cost Nudge; (d) use of the Service other than in accordance with the Agreement or the documentation Cost Nudge provides for the Service; or (e) Customer’s continued use of an allegedly infringing version after Cost Nudge has made a non-infringing version available or asked Customer to stop.

Sole remedy. If the Service becomes, or Cost Nudge reasonably believes it may become, the subject of an infringement claim, Cost Nudge may at its option and expense: procure the right for Customer to continue using the Service; modify or replace it so it is non-infringing while materially preserving its functionality; or, if neither is commercially reasonable, terminate the affected subscription and refund any prepaid fees covering the period after termination. This paragraph and the indemnity above state Cost Nudge’s entire liability, and Customer’s exclusive remedy, for any claim of intellectual-property infringement by the Service.

The indemnifying party’s obligation is conditioned on the indemnified party giving prompt written notice of the claim and reasonable cooperation, and the indemnifying party having control of the defense and settlement.

12. Term and Termination

Term. The Agreement begins when accepted under the opening paragraph and continues for as long as Customer has an active trial or subscription. Where a trial expires without Customer converting to a paid subscription, the Agreement continues through the thirty (30) day access period described in Section 5, and ends when that period does.

Termination for convenience. Customer may terminate as described in Section 5 (Cancellation). Cost Nudge may decline to renew a subscription with reasonable advance notice.

Termination for cause. Either party may terminate the Agreement if the other materially breaches it and does not cure the breach within thirty (30) days of written notice. Cost Nudge may also suspend or terminate access for non-payment, following notice and a reasonable opportunity to cure, or immediately to prevent harm to the Service, other customers, or Cost Nudge, or where continued provision would violate applicable law.

Effect of termination. On termination, Customer’s right to use the Service ends.

The export window and deletion timeline below apply to termination of the Agreement under this Section, including where Customer cancels during a trial. They do not apply where a trial expires at the end of its scheduled term without Customer having converted to a paid subscription — that case is governed by Section 5, which gives Customer thirty (30) days of continued dashboard access before deletion.

Data export window. For ten (10) days after termination, Customer may request an export of its organization’s data by contacting Cost Nudge at the address in Section 21. Where Customer makes such a request, Cost Nudge will retain that data for as long as reasonably necessary to deliver the export, will provide it in a commonly used, machine-readable format, and will delete it promptly afterward.

Deletion. Customer Data is permanently deleted as described in the Privacy Policy and DPA — generally within fifteen (15) days of termination — except where Customer has requested an export under the preceding paragraph, in which case deletion follows delivery of that export, or where a longer retention period is required by law.

Sections that by their nature should survive — including Sections 7 through 11 and 17 through 21 — survive any expiration or termination of the Agreement, however it occurs.

13. Suspension

In addition to termination rights above, Cost Nudge may temporarily suspend Customer’s access to the Service to investigate suspected violations of Section 6, to address a security incident, or as reasonably necessary to prevent harm to the Service or its users. Where practical, Cost Nudge will provide notice and work with Customer to resolve the issue promptly.

14. Modifications to the Service

Cost Nudge may modify or discontinue features of the Service. We will provide reasonable advance notice of a change that materially reduces the Service’s core functionality for existing subscribers.

15. Assignment

Neither party may assign the Agreement without the other’s consent, except that either party may assign it without consent in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets, provided the assignee agrees to be bound by the Agreement.

16. Changes to These Terms

Cost Nudge may update these Terms from time to time to reflect changes in the Service or applicable law. We will update the version number and effective date above when we do, and will provide Customer’s administrators reasonable advance notice of a material change. Continued use of the Service after a change takes effect constitutes acceptance of the updated Terms; if Customer does not agree to a material change, its recourse is to terminate under Section 12 before the change takes effect.

17. Force Majeure

Neither party is liable for a failure or delay in performance, other than a payment obligation, caused by circumstances beyond its reasonable control, including natural disaster, act of government, labor dispute, internet or utility failure, or a failure of a third-party service the Service depends on.

18. Compliance with Law

Each party will comply with the laws applicable to its own performance under the Agreement. The Service is offered and supported only within the United States, as described in the Privacy Policy.

19. Governing Law and Venue

These Terms are governed by the laws of the State of Colorado, United States, without regard to its conflict-of-laws provisions. The parties consent to the exclusive jurisdiction and venue of the state courts located in Boulder County, Colorado, and the United States District Court for the District of Colorado, for any dispute arising out of or related to the Agreement.

20. Entire Agreement; Severability; Waiver

The Agreement, as defined in the opening paragraphs, is the entire agreement between the parties regarding the Service and supersedes any prior or contemporaneous agreements on that subject. If any provision of the Agreement is held unenforceable, the remaining provisions remain in full force. A party’s failure to enforce a provision is not a waiver of its right to do so later.

21. Notices; Contact

Notices to Cost Nudge under the Agreement, and questions about these Terms, can be directed to:

Cost Nudge Industries, LLC
Attn: Jonathan Epstein
210 Ken Pratt Blvd Ste 140
Longmont, CO 80501
jonathane@costnudge.com

Cost Nudge will send notices to Customer’s designated administrators at the email address associated with their account.